Assignments. In addition to the assignments permitted by Section 11.3(a), each Lender may, with the prior written consent of the Borrowers and the Administrative Agent (provided that no consent of the Borrowers shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign all or a portion of its rights and obligations hereunder pursuant to an assignment agreement substantially in the form of [Exhibit 11.3] to one or more Eligible Assignees; provided that the Borrowers shall be deemed to have consented to any such assignment unless the Borrowers shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; and provided further that # any such assignment shall be in a minimum aggregate amount of $5,000,000 of the Loans and Commitments and in integral multiples of $5,000,000 above such amount (or the remaining amount of Loans and Commitments held by such Lender) unless the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent, # each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender’s rights and obligations under the Loans and Commitments being assigned and # the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Persons to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their related

Any Lender may at any time assign to one or more Persons (other than a Loan Party and their respective Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of Agent, and, so long as no Event of Default (subject, for the avoidance of doubt, to any cure periods) has occurred and is continuing, Borrower (which consents shall not be unreasonably withheld or delayed), provided, however, that no such consent(s) shall be required:

Assignments. Solely for the purpose of facilitating the primary syndication of the Term B-4 Loans, the Borrower hereby waives the consent requirement with respect to the Borrower under Section 10.06(b[[Borrower:Organization]](iii[[Borrower:Organization]] of the Credit Agreement to any and all assignments by Bank of America and its Affiliates (the “Assigning Party”), within 90 days after the Fifth Amendment Effective Date, of the Assigning Party’s rights and obligations in its capacity as a Lender under the Credit Agreement in respect of the Term B-4 Loans to be assigned to the Persons identified in the allocation memo previously delivered to the Borrower and such Persons’ respective Affiliates and Approved Funds.

Assignments. Borrower may not assign this Note without the prior written consent of Lender, subject to compliance with securities laws and regulations. This Note may not be offered, sold, assigned or transferred by Lender without the consent of Borrower and in compliance with securities laws and regulations.

Assignments. Each Party hereby assigns and transfers to the other Party all of its right, title and interest in and to such Intellectual Property as is necessary to give effect to Section 8.2 and agrees to take, and to cause its employees, agents, investigators, consultants, advisors, collaborators and independent contractors to take, all further acts reasonably required to evidence such assignment and transfer.

Assignments. Each of the New Vessel Owning Entities shall have delivered to the Facility Agent duly executed copies of the following (collectively, with the Mortgages over the New Credit Support Vessels, the “New Collateral Vessel Security Documents”):

Assignments. Each Lender may assign all or a portion of its rights and obligations hereunder, pursuant to an Assignment Agreement, to # one or more Lenders or affiliates or Subsidiaries of a Lender, or # any one or more other commercial banks, financial institutions or “accredited investors” (as defined in Regulation D of the Securities Act of 1933) reasonably acceptable to the Administrative Agent (such consent shall not be unreasonably withheld or delayed) and, so long as no Event of Default has occurred and is continuing, with the approval of the Company (which approval shall not be unreasonably withheld or delayed and the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof); provided that # any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Revolving Commitments being assigned by such Lender) of the Revolving Commitments and in integral multiples of $1,000,000 above such amount; # each such assignment shall be of a constant, not varying, percentage of all such Lender’s rights and obligations under this Credit Agreement; and # no such assignment shall be made # to the Company or any of the Company’s Affiliates or Subsidiaries or # to any Defaulting Lender or any of its Subsidiaries or Affiliates or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B) or (C) to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural Persons). Any assignment hereunder shall be effective upon delivery to the Administrative Agent of written notice of the assignment together with # a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of # the effective date specified in the applicable Assignment Agreement and # the date of recording of such assignment in the Register pursuant to the terms of subsection # below; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; and provided, further, that the Company shall not be required to pay such transfer fee unless the assignment shall be made at the request of the Company pursuant to Section 3.12; and # in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to # pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and # acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Revolving Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Credit Agreement until such compliance occurs. The assigning Lender will give prompt notice to the Administrative Agent and the Company of any such assignment. Upon the effectiveness of any such assignment (and after notice to, and (to the extent required pursuant to the terms hereof), with the consent of, the Company as provided herein), any assignee shall become a “Lender” for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Revolving Commitments components being assigned. Along such lines each Borrower agrees that upon notice of any such assignment to the Company, it will promptly provide to the assigning Lender and to any assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note. By executing and delivering an Assignment Agreement in accordance with this [Section 10.3(b)], the assigning Lender thereunder and any assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: # such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; # except as set forth in [clause (i) above], such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrowers or any of their affiliates or the performance or observance by any Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; # any such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreement; # any such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment Agreement; # any such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; # any such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and # any such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender (including without limitation the requirements of Section 3.13).

Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered, sold, assigned or transferred by Lender to any of its affiliates without the consent of Borrower, so long as such transfer is in accordance with applicable federal and state securities laws.

Any Lender may at any time assign to one or more Eligible Assignees all or any portion of such Lender's Loan together with all related obligations of such Lender hereunder, with the prior written consent (such consent not be unreasonably

Assignments. It is understood and agreed that the Borrower’s consent shall not be required for any assignments of Amendment No. 2 Incremental Term Loans made by any Amendment No. 2 Incremental Term Lender (or any Affiliate or Approved Fund thereof) in connection with the primary syndication of the Amendment No. 2 Incremental Term Loans (to the extent that any proposed assignee has been identified on a list approved by the Borrower on or prior to the Amendment No. 2 Effective Date).